Peter Bynoe
About Peter C.B. Bynoe
Peter C.B. Bynoe (age 74) has served as an independent director of TKO since September 12, 2023. He is a Senior Advisor and Equity Partner at DLA Piper LLP (US) and holds a BA from Harvard College, a JD from Harvard Law School, and an MBA from Harvard Business School, bringing extensive legal, public policy, and business credentials to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DLA Piper LLP (US) | Senior Advisor & Equity Partner | March 1995–present | Global law firm advisory/partner roles |
| Equity Group Investments, LLC | Managing Director | Sep 2013–Dec 2019 | Investment leadership |
| Denver Nuggets (NBA) | Managing Partner | Nov 1989–Sep 1992 | Team operations leadership |
| Loop Capital Markets | Partner & COO | Jan 2009–Aug 2013 | Operational leadership at investment bank |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flagship Communities REIT | Chairman, Director | Oct 2020–present | Board leadership |
| Ardent Health Partners, Inc. (NYSE) | Director | Nov 2015–present | Chair, Nominating & Governance; Member, Compensation Committee |
| Rush University Medical Center | Director | Nov 1993–present | Board service |
| Goodman Theatre | Director | Mar 1984–present | Board service |
Board Governance
- Committee assignments at TKO: Member, Compensation Committee; not a chair. Compensation Committee members are Steven R. Koonin (Chair), Peter C.B. Bynoe, Sonya E. Medina .
- Independence: Board determined Bynoe qualifies as “independent” under NYSE rules and TKO’s bylaws .
- Attendance: In 2024, the Board met seven times; all incumbent directors attended at least 75% of Board/committee meetings except Mr. Johnson (due to prior commitments). This indicates Bynoe met attendance expectations in 2024 .
- Governance context: TKO is a NYSE “controlled company” and may rely on exemptions (e.g., nominating committee independence), which can reduce independent director influence relative to non-controlled companies .
- Designation/tenure structure: Bynoe is a WWE designee under the Governance Agreement; designation rights for WWE and Endeavor designees expire on December 31, 2025 (“Sunset Date”) .
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $467,000 | FY2024 | Director/committee cash fees |
| Stock Awards (Grant-date fair value) | $183,498 | FY2024 | Annual RSU grant under director program |
- Non-Employee Director Compensation Policy: Annual director fee $107,000; committee fees: Audit chair $15,000, Audit member $21,000; Compensation chair $20,000, Compensation member $10,000; Nominating chair $15,000, Nominating member $7,500. Each non-employee director also receives an annual RSU valued at $182,000, vesting at the next annual meeting; accelerated vesting upon change of control .
Performance Compensation
- No performance-based metrics are used for director compensation; director RSUs are time-based and vest in full at the next annual stockholder meeting per policy .
| Equity Award Detail | Units/Value | Vesting | Notes |
|---|---|---|---|
| 2024 Stock Award | $183,498 (grant-date fair value) | Vests at 2025 Annual Meeting | Annual director RSU program |
| Unvested RSUs (12/31/2024) | 1,700 units | Vest at 2025 Annual Meeting | Outstanding at FY2024 year-end |
Other Directorships & Interlocks
| Company | Role | Overlap with TKO relationships |
|---|---|---|
| Flagship Communities REIT | Chairman, Director | No disclosed transactions with TKO |
| Ardent Health Partners, Inc. | Director; Chair Nominating & Governance; Compensation Committee member | No disclosed transactions with TKO |
- WWE/TKO designation: Bynoe serves as a WWE designee on TKO’s board per the Governance Agreement .
- No related-party transactions involving Bynoe are disclosed in TKO filings reviewed .
Expertise & Qualifications
- Legal and governance: Senior Advisor/Equity Partner at DLA Piper (global law firm) .
- Corporate leadership: Prior COO/Partner roles in investment banking; managing partner experience in professional sports .
- Board governance credentials: Chairs Nominating & Governance at Ardent; extensive public company board service history .
- Education: BA (Harvard College), JD (Harvard Law School), MBA (Harvard Business School) .
Equity Ownership
| Holding | Amount | As-of Date | Notes |
|---|---|---|---|
| Class A Shares Beneficially Owned | 3,467 | April 17, 2025 | Less than 1% of Class A outstanding |
| Unvested RSUs | 1,700 | Dec 31, 2024 | Vest at 2025 Annual Meeting |
| Anti-hedging/pledging | Hedging prohibited by Insider Trading Policy; pledging not disclosed | Policy effective Oct 2, 2023 | Insider Trading Policy prohibits hedging transactions in TKO equity |
Governance Assessment
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Board effectiveness: Independent director with Compensation Committee membership and strong governance/board experience enhances oversight of pay practices .
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Alignment and incentives: 2024 comp mix for Bynoe was cash-heavy ($467k cash vs $183.5k equity), implying ~28% equity of total—moderate alignment via RSUs but predominately cash-based for the year (calculated from disclosed amounts) .
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Conflict risk: No Bynoe-specific related-party transactions disclosed; however, TKO’s controlled company status and the presence of designees under the Governance Agreement warrant continued monitoring of independence and committee autonomy .
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Attendance/engagement: Met aggregate attendance thresholds in 2024; independent directors hold executive sessions annually, supporting board oversight .
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RED FLAGS: None disclosed specific to Bynoe (no pledging, loans, or related-party dealings reported). Broader governance environment includes controlled company exemptions that can reduce independent director influence .